Contents

The episode opens in the cafeteria of Jane, with Yu and Lisa watching Ai as she sits alone at a table. Yu comments that she's always thinking of Clear recently, and that Kaze refuses to say anything about the topic. His thoughts are interrupted as Cid floats in, riding on the glove of Flight Water Ai brought back during the previous episode, however Ai gets very defensive of it, and snatches the glove from beneath Cid.

Fungo, sitting nearby, announces that he has a bad feeling about something, and moments later Jane collides with a barrier of some description.

Rushing to the bridge, Cid discovers Jane to be falling through the sky. As they plummet through the clouds, they reach, unbeknown to them, the Count's castle. Four strange devices floating nearby begin firing at the falling Jane, and the ship lands on top of one of the satellites.

Lisa sees the castle and instantly becomes paralyzed by the evil aura of the place. Resolving to open fire on the castle, the commodeen load and fire a torpedo, however it proves unsuccessful, as the satellites shoot the shell before it nears the castle. After a brief moment of thought, it is decided that they are safe enough for the moment, as the satellites are unable to fire on each other.

Meanwhile, Pist examines the situation, revealing that he intended to bring them to the fortress, but did not intended for them to get caught up with the satellites. Back aboard Jane, Chobi suddenly goes wild at the smell of dead peppers. As Chobi activates his flight ability Yu grabs onto his feet, but can not restrain him, and Chobi carries Yu with him as he goes in the direction of the fortress in search of the peppers.

Chobi manages to out maneuver the satellites' attacks, but Yu looses his grab, and lands in a corridor of the fortress. As he stands and surveys his surroundings, Crux is seen watching Yu from overhead.

As Yu begins to search the area, he hears the footsteps of someone following him, turning to face the person, Yu comes face to face with a young boy, little does he know that this is the Count, Earl Tyrant. The Count initially seems disinterested in Yu, but laughs when he discovers the Yu is searching for Chobi, whom he calls a friend, commenting that birds are food not friends.

After this, the Count even offers Yu a lick of his lollipop, mentioning that he feels full just by being near Yu. When Yu mentions that he is searching for his parents, and gives his family name, the Count instantly recognizes the two, and leads Yu to them.

Aboard Jane, Cid is hard at work attempting to capture the satellite they are on. Though the others express their concerns over the probability for success, Cid is determined that he will triumph.

Meanwhile, Yu calls out to his parents, who fail to respond in the slightest, instead they just continue with their work. The Count explains that they are assisting him in his conquest on all of reality, and seems to suggest that they are doing so completely willingly. To further add to Yu's pain, they seem completely oblivious to his existence, even going as far as to serve a meal they had prepared to the Count, without even taking note of Yu's presence.

Yu questions the Count as to who he is and what is going on, to which the Count responds by revealing his identity. Mere seconds later Chobi swoops in and grabs Yu as he passes, and the pair escape from Gaudium.

Aboard Jane, Cid has finally managed to hack one of the satellites, and opens fire on the other three. Crux watches as the fourth satellite drifts toward Gaudium once the other three are destroyed.

Makenshi appears nearby, and Kaze attempts to use the Magnum, but it fails to respond. He draws his side arm and takes aim before Lisa stops him, concerned for Yu and Chobi. Kaze throws her off and opens fire, but once more Makenshi displays his ability to deflect bullets, rendering his side arm useless.

As Chobi emerges from Gaudium and approach Jane, Kaze notices that the Magnum is now responding. Before Kaze can do anything, Makenshi summons one of his dragons and sends it to attack the satellite. Kaze begins to prime the Magnum, but the satellite is destroyed and Jane and her crew and flung into the air.

Chobi and Yu make a crash landing through the broken bridge window, and though Yu is physically unharmed, he is emotionally broken. Before the fight can continue, Jane is transported to the next section of the Ocean Puzzle.

In the Count's throne room, the present Lords and the Count himself praise Makenshi for his show of force in driving Jane and her crew off, however Makenshi seems sad, rather then his usual unemotional self. Crux watches his from her normal position overhead.

Aboard Jane, Cid muses with Kaze over Makenshi's true loyalties and goals, noting the harm he has caused them, but also the many times he has assisted them. Kaze simply replies that Makenshi is his sworn enemy. Else where, Miles and Lisa discuss the castle, agreeing that it must be the castle Gaudium, where the Count resides. Yu, emotionally destroyed, as now become as unresponsive as Kaze.